UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 1999 ASIA SUPERNET CORPORATION ---------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 000-7619 93-0636333 ---------------------------- ------------------- ------------------ (State or other jurisdiction (Commission File No.) (I.R.S. Employer of incorporation) Identification No.) 1281 Alberni Street, Vancouver, British Columbia Canada V6E 4R4 --------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (604) 685-8318 -------------------------------------------------- (Registrant's telephone number, including area code) POWERSOFT TECHNOLOGIES INC. ------------------------------------------------------------------------- (Former name or former address of registrant, if changed since last report) Item 5. OTHER EVENTS At a Special Meeting of Shareholders of Powersoft Technologies Inc., a Delaware corporation ("Powersoft"), held on November 10, 1999, the shareholders of Powersoft and the shareholders of Asia SuperNet Corporation, a Colorado corporation ("Asia SuperNet"), approved a proposal to reincorporate Powersoft under the laws of Colorado pursuant to an Agreement and Plan of Merger (the "Agreement") between Powersoft and Asia SuperNet (the "Reincorporation Merger"). The Reincorporation Merger was effective as of December 22, 1999. Approximately 53.03% of the holders of the common stock of Powersoft voted in favor of the Reincorporation Merger. Powersoft had no other classes of stock issued and outstanding. Upon completion of the Reincorporation Merger, Powersoft ceased to exist and by operation of law, all of the assets of Powersoft were vested in Asia SuperNet and Asia SuperNet acquired all of the liabilities of Powersoft. As a result of the Reincorporation Merger, each thirty outstanding shares of Powersoft's common stock were automatically converted into one share of Asia SuperNet's common stock. Under Rule 12g-3(a) adopted under the Securities Exchange Act of 1934 (the "Act"), the common stock of Asia SuperNet issued to the holders of the common stock of Powersoft pursuant to the Reincorporation Merger automatically became registered under Section 12 of the Act. Item 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. Exhibit Description - ------- ----------- 2.1 Agreement and Plan of Merger 2.2 Certificate of Merger 2.3 Articles of Merger 2.4 Certificate of Correction 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ASIA SUPERNET CORPORATION Dated: December 30, 1999 By: /s/ Robert H. Trapp -------------------------------- Robert H. Trapp Secretary and Treasurer